EXHIBIT 10.15
AMENDMENT
THIS AMENDMENT is made as of March 15, 2001, by and between USA Information
Systems, Inc. ("USAIS"), and XxxxxXxxx.xxx, Inc. ("Reseller").
The parties have entered into a Content License & Reseller Agreement (the
"Reseller Agreement") whereby USAIS granted a license to Reseller to resell the
"Subscription Services" and to offer access to certain segments of the "USAIS
Content," as those terms are defined in the Reseller Agreement.
Reseller has failed to pay USAIS when due a portion of the Annual Content
License fee for the first year of the initial term in the amount of Two Hundred
Thousand and 00/100 Dollars ($200,000.00) and certain subscription fees in the
amount of Twelve Thousand Two Hundred Forty and 00/100 Dollars ($12,240.00)
under the Reseller Agreement.
The parties desire to modify certain provisions of the Reseller Agreement
by this Amendment in accordance with Section 21 of the Reseller Agreement to
cure the non-payments and to modify the terms and conditions of the relationship
between the parties for the remainder of the term of the Reseller Agreement.
For the mutual convenants and other consideration stated herein, which
consideration is deemed adequate by the parties, the parties hereby modify,
amend, alter and change the Reseller Agreement in the following respects only:
1. Payment of First Year Annual Content License Fee. The parties expressly
agree that Reseller shall pay to USAIS Five Hundred Thousand and 00/100
Dollars ($500,000.00), which amount represents the total amount of the
portion of the Annual Content License fee due for January and February 2001
and the remainder of the first year of the initial term under the Reseller
Agreement, in the following manner:
a. On or before March 22, 2001, Reseller shall pay to USAIS Two Hundred
Seventy-Five Thousand and 00/100 Dollars ($275,000.00) by cashier's or
certified check or electronic wire transfer to an account designated
by USAIS;
b. Beginning on April 15, 2001 and on the fifteenth day of each month
thereafter, Reseller shall pay to USAIS Two Hundred Twenty-Five
Thousand and 00/100 Dollars ($225,000.00) in nine (9) equal monthly
installments of Twenty-Five Thousand and 00/100 Dollars ($25,000.00)
in immediately available funds, with the last payment being due and
payable on December 15, 2001. These payments are identified in the
column entitled, "Current" of the payment schedule attached hereto as
Exhibit A.
2. Payment of Past Due Subscription Fees. The parties expressly agree that, on
or before March 22, 2001, Reseller shall pay to USAIS Twelve Thousand Two
Hundred Forty and 00/100 Dollars ($12,240.00), which amount represents the
amount of subscription fees currently past due and outstanding under the
Reseller Agreement, by cashier's or certified check or electronic wire
transfer to an account designated by USAIS.
3. Payment of Future Annual Content License Fees. Sections 3.1 and 3.2 and
Attachment 2 of the Reseller Agreement are hereby amended as follows:
Beginning on June 1, 2001, the Annual Content License fee under the
Reseller Agreement shall be Seven Hundred Twenty Thousand and 00/100
Dollars ($720,000.00) per year for the remainder of the initial term, and
Reseller shall pay this fee to USAIS in twenty-four (24) equal monthly
installments of Sixty Thousand and 00/100 Dollars ($60,000.00) in
immediately available funds, with the first payment being due and payable
on June 15, 2001 and each subsequent payment being due and payable on the
fifteenth day of each calendar month thereafter, with the last payment
being due and payable on May 15, 2003. These payments are identified in the
column entitled, "Revised" of the payment schedule attached hereto as
Exhibit A.
4. Letter of Credit. On or before March 22, 2001, Reseller shall obtain and
deliver to USAIS an irrevocable, transferable standby letter of credit for
the benefit of USAIS issued by a banking institution acceptable to USAIS in
a stated amount of not less than One Million Six Hundred Sixty-Five
Thousand and 00/100 Dollars ($1,665,000.00), available in multiple drawings
corresponding to the installment payments required hereunder with an
expiration date no earlier than May 15, 2003, by which the payments due to
USAIS in accordance with sections 1.b. and 3 of this Amendment shall be
paid if USAIS has not received an installment payment from Reseller on or
before the fifteenth (15th) day of any month during the term. Such standby
letter of credit shall contain terms and conditions acceptable to USAIS, in
USAIS's sole discretion, including, but not limited to terms by which USAIS
shall be authorized to draw down immediately on such standby letter of
credit on the sixteenth (16th) day of the month for any such payment not
received on the fifteenth (15th) day of such month, without regard to the
cure period set forth in Section 7.1 of the Reseller Agreement.
5. Reduction of Authorized Users. The parties expressly agree that Attachment
2 of the Reseller Agreement is hereby amended to reduce the number of
maximum authorized users from Ten Thousand (10,000) to Three Thousand Three
Hundred (3,300).
6. Termination of Resale Rights. The parties expressly agree that Reseller's
license and related rights to resell the products and services identified
in the paragraphs entitled "Resale of USAIS Products" and "USAIS
Subscription Services" in Attachment 1 and the paragraph entitled "USAIS
Annual Subscription Services" in Attachment 2 of the Reseller Agreement are
hereby terminated, and Reseller acknowledges and agrees that it will no
longer offer to resell or resell such products or services and that any
provisions regarding Reseller's right to resell such products or services
contained in the Reseller Agreement shall be null and void. Notwithstanding
the foregoing, Reseller shall have the right to renew the subscriptions of
those customers identified in the attached Exhibit B at the renewal price
set forth in that Exhibit B.
7. Release of Prohibited Relationships Restriction. The parties expressly
agree that section 4.2 and Attachment 3 of the Reseller Agreement shall be
deleted in their entirety and shall no longer have any force or effect.
8. Conditions Precedent. Obtaining and delivering the letter of credit
required by section 4 of this Amendment and making the payments required by
sections 1.a. and 2 of this Amendment on or before March 22, 2001 shall
each be a condition precedent to the effectiveness of this Amendment.
9. Incorporation of Reseller Agreement. The parties expressly agree that this
Amendment supplements the Reseller Agreement, which is made a part hereof
by reference, and all terms, conditions, and provisions of the Reseller
Agreement, unless specifically modified, are to apply to this Amendment and
are made a part of this Amendment as though expressly rewritten,
incorporated, or included herein. Except as otherwise specified herein, all
capitalized terms used in this Amendment shall have the meanings as set
forth in the Reseller Agreement.
10. Conflicting Terms. In the event of any conflict, inconsistency, or
incongruity between the provisions of the Reseller Agreement, as amended by
this Amendment, and the provisions of the original Reseller Agreement, the
provisions of the amended Reseller Agreement shall in all respects govern
and control.
11. Modification. This Amendment may only be modified or amended by written
agreement signed by both parties.
12. Counterparts. This Amendment may be signed in two or more counterparts, all
of which, when taken together, shall constitute one original.
IN WITNESS WHEREOF, the parties have executed this Amendment on the date
set forth under their respective signatures and seals.
XXXXXXXXX.XXX, INC. USA INFORMATION SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxx [SEAL] By: /s/ Xxxxxxx X. Xxxxxxx [SEAL]
--------------------- ----------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
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Title: President Title: President
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Date:03/26/01 Date: 03/26/01
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EXHIBIT A
Payment Schedule
Pmt Date Revised Current Total
-------- ------- ------- -----
04/15/01 $ 25,000 $ 25,000
05/15/01 $ 25,000 $ 85,000
06/15/01 $ 60,000 $ 25,000 $ 85,000
07/15/01 $ 60,000 $ 25,000 $ 85,000
08/15/01 $ 60,000 $ 25,000 $ 85,000
09/15/01 $ 60,000 $ 25,000 $ 85,000
10/15/01 $ 60,000 $ 25,000 $ 85,000
11/15/01 $ 60,000 $ 25,000 $ 85,000
12/15/01 $ 60,000 $ 25,000 $ 85,000
01/15/02 $ 60,000 $ 60,000
02/15/02 $ 60,000 $ 60,000
03/15/02 $ 60,000 $ 60,000
04/15/02 $ 60,000 $ 60,000
05/15/02 $ 60,000 $ 60,000
06/15/02 $ 60,000 $ 60,000
07/15/02 $ 60,000 $ 60,000
08/15/02 $ 60,000 $ 60,000
09/15/02 $ 60,000 $ 60,000
10/15/02 $ 60,000 $ 60,000
11/15/02 $ 60,000 $ 60,000
12/15/02 $ 60,000 $ 60,000
01/05/03 $ 60,000 $ 60,000
02/05/03 $ 60,000 $ 60,000
03/05/03 $ 60,000 $ 60,000
04/15/03 $ 60,000 $ 60,000
05/15/03 $ 60,000 $ 60,000
----------- --------- -----------
$ 1,440,000 $ 225,000 $ 1,665,000
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EXHIBIT B
Renewal Customers and Price
PARTSBASE / USA RESELLER ACCOUNT LIST
CUSTOMER NAMES HAVE BEEN OMMITTED DUE TO CONFIDENTIALITY.
Total Amount: $12,240.00
NOTE: RENEWAL COSTS WILL REMAIN THE SAME AS LISTED ABOVE FOR 1ST AND 2ND YEAR
